Companies Act coverage that keeps the board ahead of its duties
Every director obligation tracked with declarations current, the public interest score recalculated as inputs change, and committee reporting drawn from live evidence.
Compliance at a glance
What the Companies Act requires
Director declarations kept current
Standing and matter-specific interest declarations tracked per director with refresh cycles and reminders. The register reflects the position on the day a decision was taken.
Public interest score recalculated live
The score updates as employee numbers, turnover and other inputs change. A threshold crossing triggers the downstream obligation before it becomes a historical problem.
Social and ethics reporting from evidence
The committee's monitoring areas tracked as obligations with owners and evidence. The annual report is assembled from that record rather than drafted from recollection.
Solvency and liquidity workflow
Each qualifying transaction triggers an assessment with the board resolution and supporting financials linked in one chain. Dimeri keeps the audit trail complete.
Companies Act compliance, covered by default
The recurring obligations the Act creates, from declarations and committee reporting to record keeping and the public interest score, are built into the platform so nothing falls between annual cycles.
Public interest score calculator
The score is recalculated from its inputs as they change, and a threshold crossing triggers the downstream obligation, whether committee formation, audit requirement or reporting standard, before it becomes a historical problem.
Director declarations register
Standing and matter-specific interest declarations tracked per director with refresh cycles and reminders, so the register reflects the position on the day a decision was taken.
Social and ethics committee tracking
The committee's prescribed monitoring areas held as obligations with owners and evidence, turning the annual report to shareholders into a summary of work done.
Statutory record keeping
Record categories, retention periods and disposal schedules managed centrally. Access requests tracked with their deadlines so the access rights the Act gives are met on time.
Solvency and liquidity workflow
Each qualifying transaction triggers the solvency and liquidity assessment, with the board resolution and supporting financials linked in one chain.
The obligations Dimeri tracks
Dimeri holds the Companies Act duties on their own cycles, with the calculations and declarations that drive them kept current.
Disclosure of personal financial interests
Directors and prescribed officers must disclose personal financial interests in matters before the board, and recuse themselves where required.
- Standing declarations held per director with dates
- Matter specific disclosures captured at the meeting
- Recusals recorded in the resolution
- Annual refresh cycle with reminders
Standards of directors conduct and liability
The duty to act in good faith, for a proper purpose and in the best interests of the company, with the care, skill and diligence expected, and personal liability where that is breached.
- Board decisions recorded with the information relied on
- Business judgement support evidenced at the time
- Director induction and ongoing training tracked
- Indemnity and insurance position recorded
Social and ethics committee
Required for state owned companies, listed public companies and companies meeting the public interest score threshold, with a prescribed set of monitoring functions.
- Applicability assessed from the public interest score
- Committee composition and charter held
- Prescribed monitoring areas tracked as obligations
- Annual report to shareholders assembled from live data
Public interest score and assurance
A score calculated annually from employees, turnover, third party liabilities and holders of beneficial interest, determining audit or independent review and the reporting standard.
- Score calculation held with its inputs and workings
- Assurance requirement derived and flagged on change
- Reporting standard applied recorded
- Multi year history showing threshold crossings
Solvency and liquidity
The test that governs distributions, financial assistance and several other corporate actions, applied at the time of the decision.
- Assessment recorded against each qualifying decision
- Supporting financial information attached
- Board resolution linked to the assessment
- Register of qualifying transactions maintained
Records and access
Company records maintained for the prescribed periods, with the access rights the Act gives to shareholders and others.
- Record categories and retention periods held
- Registers maintained and reviewed on a cycle
- Access requests tracked with their deadlines
- Disposal evidenced at the end of retention
Getting Companies Act coverage in place
4 steps from where you are today to a Companies Act position your auditor can rely on.
Book a demoThe public interest score is calculated from current inputs, which settles whether a social and ethics committee is required, whether an audit or independent review applies, and which reporting standard is in play.
How Dimeri covers Companies Act
The public interest score kept live
The score is recalculated from its inputs rather than recomputed once a year from memory. When a threshold is about to be crossed, the change in assurance and committee obligations is flagged before it becomes a historical problem.
Declarations that are current
Director interest declarations run on a refresh cycle with reminders, and matter specific disclosures are captured with the resolution they relate to, so the register reflects the position on the day a decision was taken.
Social and ethics work that is monitored
The committee's prescribed monitoring areas are held as obligations with owners and evidence, which is what turns the annual report to shareholders into a summary of work done rather than a description of a mandate.
Companies Act questions
Do we need a social and ethics committee?
The Act, together with the Companies Regulations, calls for one in state owned companies, listed public companies and any company that has scored above the prescribed public interest threshold in any two of the previous five financial years. Because the score moves with employees, turnover, third party liabilities and beneficial holders, companies can become subject to the requirement without noticing. Dimeri tracks the score across years so a threshold crossing is visible.
What is the public interest score?
It is a number calculated annually under the Companies Regulations from the average number of employees, third party liabilities, turnover and the number of individuals with a beneficial interest in the company's securities. It determines whether an audit or an independent review is required, which financial reporting standard applies, and it feeds the social and ethics committee test. Dimeri holds the calculation with its inputs so the result can be checked.
How does the Act interact with King V?
The Act sets legal minimums; King sets governance expectations that generally go beyond them. The directors' duty of care provisions and the King principles on ethical and effective leadership cover much of the same ground from different directions. Dimeri records the underlying practice once and reflects it in both views.
Does Dimeri handle CIPC filings?
No. Dimeri tracks the obligations, the deadlines, the ownership and the evidence. The filings themselves are made through CIPC and your company secretarial provider. What Dimeri prevents is a filing obligation being missed or a supporting resolution being unfindable.
Is this a substitute for legal advice?
No. The Companies Act has been amended since 2008, including by the Companies Amendment Acts, and applicability turns on facts specific to your company. This page describes how Dimeri structures the obligations. Your legal advisers should confirm what applies.
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